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Olawole v. Actionet, Inc.

United States District Court, D. Maryland

April 3, 2017

CHARLES OLAWOLE, Plaintiff,
v.
ACTIONET, INC., Defendant.

          MEMORANDUM OPINION

          PAULA XINIS UNITED STATES DISTRICT JUDGE.

         Pending in this breach of contract and employment discrimination case is Defendant ActioNet, Inc.'s motion to transfer venue to the United States District Court for the District of Virginia pursuant to 28 U.S.C. § 1404(a). ECF No. 11. The issues are fully briefed and the Court now rules pursuant to Local Rule 105.6 because no hearing is necessary. For the reasons stated below, Defendant's motion is GRANTED.

         I.BACKGROUND[1]

         Defendant ActioNet, Inc. (“ActioNet”) provides IT security and software development to customers nationally and internationally. ECF No. 35 at 2. Plaintiff Graffiti Consulting Inc. is a Maryland corporation serving as an independent contractor for ActioNet. ECF No. 11-2 at 2. Plaintiff Charles Olawole (“Olawole”) is a former employee of Graffiti and ActioNet. ECF No. 35 at 2.

         On January 6, 2014, Plaintiff began working for ActioNet as a Senior Network Engineer assigned to its contract with the National Weather Service in Silver Spring, Maryland. ECF No. 35 at 2. On May 2, 2014, ActioNet and Graffiti, through Olawole, executed an agreement (the “Consultant Agreement”) where Graffiti would provide networking engineering and software services to ActioNet. Consultant Agreement, ECF No. 11-2 at 12; see also ECF No. 35 at 3. In this arrangement, Plaintiff worked as a joint employee for ActioNet and Graffiti. On May 9, 2014, Plaintiff's employment was terminated. ECF No. 35 at 2.

         On June 27, 2016, Olawole filed a four-count complaint in the Circuit Court for Montgomery County, Maryland. ECF No. 2. After removing the case to the United States District Court for the District of Maryland, ActioNet filed a motion to dismiss, ECF No. 10, and motion to transfer venue, ECF No. 11. With the Court's leave, Olawole filed an Amended Complaint on March 24, 2017 adding Graffiti as a Plaintiff. ECF No. 35. Plaintiffs Graffiti and Olawole bring claims of race and national origin discrimination under 42 U.S.C. §1981 and the Montgomery County Code §27-19(a)(1). Plaintiff Graffiti also brings a breach of contract claim. Because Olawole was permitted to amend the complaint, Defendant's original Motion to Dismiss was denied as moot on March 24, 2017. ECF No. 34.

         ActioNet now seeks to transfer the case to the United States District Court for the Eastern District of Virginia because the Consultant Agreement between Graffiti and ActioNet contains a mandatory choice of forum clause. ActioNet contends the provision also applies to Olawole's claims.

         II. ANALYSIS

         ActioNet relies on the forum selection clause in the Consultant Agreement as the basis for transfer. ECF No. 11-1 at 3-8. In pertinent part, the clause provides:

[This Section] shall apply to and govern all claims, disputes, controversies and other matters in question between the parties relating to this Agreement, except those concerning any breach or threatened breach of obligations arising under paragraph 13 [regarding proprietary information] of this agreement. . . . Any action or suit arising under or related to this Agreement shall be brought exclusively in the state or federal courts sitting in the Commonwealth of Virginia . . . .

Consultant Agreement, ECF No. 11-2 at 7.

         Plaintiffs concede that Graffiti is bound by the forum selection clause in the Consultant Agreement. See Pl.'s Br. in Opp'n., ECF No. 29 at 2 n.1. As to Plaintiff Olawole, he contends the clause does not reach claims brought in his individual capacity. The Court disagrees.

         “[A]s the party defying the forum-selection clause, the plaintiff bears the burden of establishing that transfer to the forum for which the parties bargained is unwarranted.” Atl. Marine Const. Co. v. U.S. Dist. Court for W. Dist. of Texas, 134 S.Ct. 568, 574 (2013). Assessing the enforceability and applicability of a forum selection clause to Olawale requires a three-step analysis.

First, this Court must determine whether the clause is mandatory. If so, the clause is presumptively enforceable. Second, this Court must identify whether the specific claims in this case fall within the scope of the clause. If they do fall within the clause's scope, the clause presumptively bars their adjudication outside of the designated forum. Third, this Court must determine whether the party opposing ...

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